September 19, 2024

James McCormick
Chief Executive Officer
Cloudastructure, Inc.
228 Hamilton Avenue, 3rd Floor
Palo Alto, CA

       Re: Cloudastructure, Inc.
           Registration Statement on Form S-1
           Filed September 11, 2024
           File No. 333-282038
Dear James McCormick:

     We have reviewed your amended registration statement and have the
following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our September 4, 2024
letter.

Registration Statement on Form S-1 filed September 11, 2024
Management's Discussion and Analysis
Liquidity and Capital Resources, page 32

1.     We note your revised disclosures in response to prior comment 3. We also
note that your
       discussion of cash flows from investing activities refers to operating
activities. Please
       revise your discussion of cash flows from investing activities as
appropriate.
 September 19, 2024
Page 2
Business
Our Customer Base, page 49

2.     We note your response to prior comment 4 and reissue in part. Please
disclose the material
       terms of any agreements with your significant customers, SunRoad
Enterprises and
       ConAm Management, including the duration of such agreements and
termination
       provisions with these specific customers. Also, clarify whether these
agreements differ in
       any material aspects to the Remote Guarding Agreements you discuss in
this section.
Principal and Registered Stockholders, page 66

3.     We note that the footnote disclosure is missing for each of the
registered stockholders.
       Please revise.
Exhibit Index
Exhibit 23.2 Consent of Bush & Associates CPA LLC, page II-5

4.     Please have your public accounting firm indicate in their consent they
are consenting to
       the use of their report dated July 1, 2024 in the Form S-1. Also, the
report covers the
       balance sheet of Cloudastructure Inc. as of December 31, 2023 and 2022,
the related
       statements of operations and comprehensive loss, stockholders    equity
and cash flows for
       the years then ended.
Signatures, page II-6

5.     Please amend your registration statement to include the signature of a
duly authorized
       person on behalf of the registrant.

        Please contact Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and
related
matters. Please contact Lauren Pierce at 202-551-3887 or Jan Woo at
202-551-3453 with any
other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:   Vanessa Schoenthaler